Dell (DELL) Environmental, Social & Governance (ESG) Data

(a) On June 27, 2022, the Company held its 2022 annual meeting of stockholders (the “2022 annual meeting”). At the 2022 annual meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2022 annual meeting filed with the Securities and Exchange Commission on May 17, 2022 (the “proxy statement”).


(b) As of the record date for the annual meeting, an aggregate of 748,145,864 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 378,480,523 are shares of Class A common stock, 95,350,227 are shares of Class B common stock and 274,315,114 are shares of Class C common stock.


Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock is entitled to one vote per share.


The final voting results with respect to each proposal voted upon at the 2022 annual meeting are set forth below.


Proposal 1


The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, elected to the Board of Directors of the Company each of the seven nominees for Group I director, and the holders of the Company’s outstanding Class C common stock, voting separately as a series, elected to the Board of Directors of the Company the nominee for Group IV director, each as specified in the proxy statement, based on the following numbers of votes:


There were no abstentions with respect to this proposal.


Each nominee elected to the Board of Directors at the 2022 annual meeting as a Group I director or Group IV director was elected for a term commencing on the date of the 2022 annual meeting and ending on the earlier of the date on which the director’s successor is elected and qualified and the date of the director’s death, resignation, disqualification or removal.


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Proposal 2


The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February 3, 2023, based on the following numbers of votes:



There were no broker non-votes with respect to this proposal.


Proposal 3


The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement, based on the following numbers of votes:



Proposal 4


The Company’s stockholders adopted the Sixth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. in the form annexed to the proxy statement, based on the following numbers of votes of (a) the outstanding shares of all outstanding series of the common stock, voting together as a single class, (b) the outstanding shares of the Class A common stock, voting separately as a series, and (c) the outstanding shares of the Class B common stock, voting separately as a series:


Outstanding shares of all outstanding series of common stock





Outstanding shares of Class A common stock





Outstanding shares of Class B common stock